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Terms of Service

1/21-23
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Flowty Terms of Service
These Terms of Service are entered into by and between you (“you” or “your”) and flowtyNFT Inc.
(“Flowty,” “we,” “our,” or “us”). The following terms and conditions, together with the schedules and any
documents expressly incorporated by reference (collectively, “Agreement”), govern your access to and
use of the technology service offering made available to you through Flowty.io and further described in
this Agreement (“Service”).
BY CLICKING THE “I ACCEPT” BUTTON OR SIMILAR ATTESTATION WHEN SUCH OPTION IS MADE
AVAILABLE TO YOU OR OTHERWISE VISITING THE FLOWTY.IO WEBSITE OR USING THE SERVICE, YOU
ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT EFFECTIVE AS OF THE DATE OF SUCH ACTION.
YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THIS
AGREEMENT AND FULLY UNDERSTAND THE RISKS, COSTS AND BENEFITS RELATED TO TRANSACTIONS
MADE USING THE SERVICE. YOU REPRESENT, WARRANT, COVENANT, ACKNOWLEDGE AND AGREE AS
SET FORTH IN THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS
AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE
THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE
TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT AGREE
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY
TO ENTER INTO THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS
OR USE THE SERVICE.
In addition to other important terms and conditions in this Agreement, this Agreement contains both a
jury trial waiver and a class action waiver, as well as an agreement to resolve any disputes that may
arise by arbitration. PLEASE REVIEW SECTIONS 13.5 to 13.8 to understand your rights and how you may
opt out of such requirements.
The Service is offered and available only to individuals who are 18 years of age or older and who are not
a Disqualified Person. By using the Service, you represent and warrant that you are of legal age to form a
binding contract with Flowty and meet all of the foregoing eligibility requirements. If you do not meet all
of these requirements, you must not access or use the Service.
Capitalized terms used this Agreement that are not otherwise defined in the relevant Section shall have
the meanings given in Schedule 1.
In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
intending to be legally bound agree as follows:
1. Flowty Service Access; Restrictions
1.1. Access and Use. Subject to and conditioned on your compliance with the terms and conditions
of this Agreement, Flowty hereby grants to you, a non-exclusive, non-transferable, non-
assignable right to access and use the Service solely for your use as a User in accordance with
this Agreement. To the extent a mobile app owned by us is made available to you as part of the
Service, we hereby grant you a non-exclusive, non-transferrable, non-assignable, non-
sublicenseable license under copyright to download a single copy of such mobile app onto your
device to use and display such mobile app for the sole purpose of enabling you to use such app
as part of the Service in accordance with this Agreement. Flowty reserves the right at any time

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to make any changes to the configuration, appearance, content functionality, and scope of the
Service. Without limiting the generality of any other provisions of this Agreement, Flowty
reserves the right at any time, in the exercise of its sole and reasonable discretion, without any
liability whatsoever to (i) impose limitations on access to or use of the Service and (ii) temporarily
suspend, or to temporarily or permanently restrict access to, the Service or any particular portion
thereof. Flowty shall, where reasonably practicable, provide notice to you of any suspension,
restriction or limitation on your access to the Service in reasonable detail and the steps required
by you to remedy the same.
1.2. Use Restrictions. You shall not use the Service for any purposes beyond the scope of the access
granted in this Agreement. Without limiting the foregoing, you agree that you shall not at any
time:
a) copy, modify, translate, adapt, or otherwise create derivative works of the Service, in
whole or in part;
b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or
otherwise make available the Service;
c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to
derive or gain access to any proprietary or non-public software component of the
Service, in whole or in part;
d) bypass or breach any security device or protection used by the Service or Third-Party
Services;
e) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm
in any manner the Service, Flowty’s information technology systems, or otherwise
interfere with Flowty’s provision of the Service;
f) introduce any Harmful Code into the Service, or any Third-Party Service, including but
not limited to the Flowty Smart Contract, and the Flow Blockchain;
g) remove any proprietary notices from the Service;
h) use the Service in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any intellectual property right or other right of any person (including
any privacy rights);
i) use the Service to scrape data or for purposes of competitive analysis of the Service, for
the development of a competing software product or service, or any other purpose that
is to Flowty’s commercial disadvantage;
j) use the Service to sell, or buy NFTs or other items that give the respective NFT Holders
rights to participate in an ICO or any securities offering, or that are redeemable for
securities, commodities, or other financial instruments;
k) Use the Service to engage in price manipulation, fraud, or other deceptive, misleading,
or manipulative activity;

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l) take any action with respect the Service, a Flowty Smart Contract or any Digital Wallet
to interfere with the proper functioning of the Service or Transactions (as defined
below); or
m) use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items
taken without authorization, and/or any other illegally obtained items, or in violation of
any Applicable Law.
2. Service Participants; Transactions and Flowty Smart Contracts
2.1. Transactions and the Direct User Agreement. The Service operates on the Flow Blockchain to
enable NFT Holders and Independent Users to propose, accept and manage peer-to-peer
Fungible Token loan transactions, NFT rental transactions and/or buy or sell NFTs (each a
“Transaction” or collectively referred to as “Transactions”). Transactions are executed entirely
on the Flow Blockchain based on (i) pre-published rules in the Flowty Smart Contract and (ii) the
terms of the direct bi-lateral agreement independently established and accepted between the
respective NFT Holder and Independent User (“Direct User Agreement”). Each Direct User
Agreement includes terms agreed between each Independent User and NFT Holder for a
Transaction. Flowty is not a party to any Direct User Agreement, nor does it set the relevant
terms of the Direct User Agreement or have the ability to change any terms of the Direct User
Agreement. Flowty does not control the Flow Blockchain, Direct User Agreements, the NFTs or
Fungible Tokens used in Transactions, and does not serve in any capacity as an agent, controller,
collateral agent, security trustee or other third party agent on behalf of the NFT Holder,
Independent User, or NFT Issuer. This Agreement is not, and does not establish, a deposit control
agreement, securities account control agreement, escrow agreement or any similar tri-party
agreement among Flowty, NFT Holders, Independent Users, or NFT Issuers. Under no
circumstance shall Flowty be deemed to have “control” (as such term is defined in Article 9 of
the Uniform Commercial Code) of the Flow Blockchain, Direct User Agreements, the NFTs or
Fungible Tokens used in Transactions or to be exercising “control” pursuant to the terms of this
Agreement.
2.2. Flowty Smart Contract. The Service executes Transactions solely based on the terms of the Direct
User Agreement and the strict rules of the Flowty Smart Contract, including rules for distribution
of the respective Fungible Token amounts, the NFT lock and release, and payments in accordance
with Schedule 2 or Schedule 3, as applicable. The terms of the Direct User Agreement and the
Flowty Smart Contract cannot be changed by an NFT Holder, Independent User or Flowty
following consummation of the Direct User Agreement; provided that, Flowty may in its sole
discretion update the Flowty Smart Contract to fix bugs or other errors impacting the Service.
2.3. Digital Wallets and Like Kind Fungible Token Settlement. Each Independent User and NFT Holder
is required to link an established Digital Wallet and maintain the designated Digital Wallet for use
of the Service until all Transactions under the applicable Direct User Agreement have been
settled. You have the sole responsibility to establish, and maintain, in fully operational, secure
and valid status, access to your Digital Wallet and maintain, in your fully secure possession, the
credentials for accessing your Digital Wallet and the private key for your Digital Wallet. In the

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event of any loss, hack or theft of Digital Assets from your Digital Wallet, you acknowledge and
agree that you shall have no right(s), claim(s) or causes of action in any way whatsoever against
Flowty for such loss, hack or theft of such Digital Assets. The Service is not compatible with any
Digital Assets other than Fungible Tokens and NFTs, and you understand that any attempt to use
incompatible Digital Assets will result in complete loss of such incompatible Digital Asset. The
Digital Wallet and type of Fungible Tokens (e.g., FLOW) used to consummate the applicable
Direct User Agreement by each Independent User and NFT Holder must be the same Digital
Wallet and type of Fungible Tokens (e.g., FLOW) used to complete any Transactions related to
the Direct User Agreements, including for Early Repayment or the Settlement Process and NFT
Collateral release described in Schedule 2 and NFT rental returns described in Schedule 3. By
way of example, if FLOW is used to distribute the Loan Disbursement Amount pursuant to
Schedule 2, Section 1.3 from Independent User Digital Wallet xxxxxxxxxx1bb44028 to NFT Holder
Digital Wallet xxxxxxxxxxe026d2, the Loan Repayment Amount must also be in FLOW distributed
from NFT Holder Digital Wallet xxxxxxxxxxe026d2 to Independent User Digital Wallet
xxxxxxxxxx1bb44028. Independent User and NFT Holder shall ensure that their respective Digital
Wallets are enabled to send and receive Digital Assets as contemplated in this Agreement.
2.4. Flowty Storefront. Services include a buy/sell listing type for NFTs being sold by an NFT Holder
(“Flowty Storefront”). Schedule 4 sets forth applicable terms and conditions that additionally
apply when you engage in any Transaction through the Flowty Storefront as an Independent User
purchasing an NFT or NFT Holder selling an NFT.
2.5. Third Party Services Acknowledgement. You acknowledge that the Service includes both
proprietary technology as well as Third-Party Services, including third-party software code
incorporated in the Service and the Flow Blockchain. Certain functionality of the Service is
dependent on Third-Party Services and the Flow Blockchain, and if any event were to disrupt any
functionality provided by any respective Third-Party Service, the Service may similarly experience
a disruption.
2.6. Downtime. Flowty uses commercially reasonable efforts to provide access to the Service in a
reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies
in providing access to the Service may occur due to a variety of factors, some of which are outside
of Flowty’s control, and some which may require or result in scheduled maintenance or
unscheduled downtime of the Service (collectively, “Downtime”). Part or all of the Service may
be unavailable during any such period of Downtime, and Flowty shall not be liable or responsible
to you for any inconvenience or Losses as a result of Downtime. You hereby waive any claim
against Flowty as a result of Losses resulting from Downtime.
2.7. Privacy. When you use the Service, there may be instances in which you share information with
us and Flowty processes your information that may be considered personal information. When
your personal information is collected and further processed by or on behalf of Flowty, such
processing will be in accordance with Flowty’s Privacy Policy located at Flowty.io/privacy
(“Privacy Policy”) which is incorporated into this Agreement herein by reference. Information
related to a Transaction that is posted on the Flow Blockchain is not under the control of Flowty

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and is not covered by Flowty’s Privacy Policy. While information that is posted on the Flow
Blockchain does not directly identify you, such information is not fully anonymous and instead is
considered pseudonymized information. Flowty will not attempt to identify any individual
through pseudonymized information unless otherwise required under Applicable Law or as may
be needed to provide you with notice under this Agreement and as provided in the Privacy Policy.
3. Fees
3.1. Flowty Fee. Transactions shall be subject to a technology fee (i.e., the Flowty Fee) to use the
Service provided by Flowty, whether a Transaction relates to a Direct User Agreement with an
Independent Lender, Independent Renter or Independent Buyer. The Flowty Fee is solely a
technology access fee for access to and use of the Service. The Calculation Disclosures (provided
below) include other information concerning fees and calculations used in the Flowty Smart
Contract, which Calculation Disclosures may be updated from time to time by Flowty. Flowty Fees
for a Direct User Agreement with an Independent Lender, Independent Renter or Independent
Buyer (as applicable) are as follows:
a) Flowty Loan Service Fee. The Flowty Fee for a Transaction involving an Independent Lender
(“Flowty Loan Service Fee”) is set forth in the fee calculation disclosures available at
https://docs.flowty.io/reference/p2p-personal-loans/loan-fees.
b) Flowty Rental Service Fee. The Flowty Fee for a Transaction involving an Independent Renter
(“Flowty Rental Service Fee”) is set forth in the fee calculation disclosure available at
https://docs.flowty.io/reference/p2p-rentals/rental-fees.
c) Flowty Storefront Transaction Fee. The Flowty Fee for a Transaction on the Flowty
Storefront involving an NFT Holder that sells an owned NFT through the Flowty Storefront
(“Flowty Storefront Transaction Fee”) is set forth in the fee calculation disclosures available
at https://docs.flowty.io/reference/secondary-marketplace/secondary-marketplace-fees.
Each of the calculation disclosures provided in (a) through (c) above shall each be referred to as a
“Calculation Disclosure” and collectively as “Calculation Disclosures” in this Agreement.
3.2. NFT Issuer Royalty. In addition to the Flowty Fee, the Service may require the deposit or transfer
of Fungible Tokens as may be necessary to satisfy royalty payments for the respective NFT Issuer
that are typically triggered upon the ownership transfer of the applicable NFT used in a
Transaction (“NFT Issuer Royalty”). If applicable, the NFT Issuer Royalty is either held in the
Flowty Smart Contract for the benefit of the NFT Issuer only or paid directly to the NFT Issuer as
part of a Transaction, and is separate from the Flowty Fee. In the event the NFT Issuer Royalty is
released to the NFT Issuer in accordance with Schedule 2, Schedule 3 or Schedule 4 (as
applicable), the NFT Issuer Royalty will be transferred to the NFT Issuer Digital Wallet designated
for royalties by the on-chain instructions contained within the NFT used in a respective
Transaction or otherwise as designated by the NFT Issuer.
3.3. Taxes. You shall be responsible for determining Payable Taxes applicable to any Transactions and
declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to
the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines,

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punishments, or other liabilities arising from the non-fulfillment or non-performance to any
extent of any of your obligations in relation to the Payable Tax. Flowty shall not be responsible
for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting
the correct amount of Payable Tax to the appropriate tax authorities except as otherwise
required by Applicable Law.
4. Risk Disclosures
Flowty is not responsible for any Losses (including, without limitation, Losses due to theft, fraud,
cybersecurity breach, loss of control of private keys) arising from use of the Service or any
Transactions. Without limiting the generality of the foregoing, cryptocurrency transactions inherently
involve risks that include, without limitation, those risks outlined below:
• The Service, Third-Party Services and associated systems and operations are vulnerable to
damage or interruption from fire, flood, power loss, telecommunications failure, terrorist
attacks, cyberattacks, acts of war, criminal activities, earthquakes and similar events.
Any system interruption that results in the unavailability of the Service (or any Third-Party Service)
computer systems or reduced performance of its systems could interrupt or substantially
negatively impact the business, and operations of Flowty (such as its ability to, among other
things, conduct business and provide the Service), which in effect, may limit a User’s ability to
perform as required as part of the Transaction during any interruption or the unavailability of the
Service or any Third-Party Service.
• Flowty may be subjected to a variety of cyberattacks from time to time.
Such attacks could result in the disruption of hardware and software systems, loss, misuse,
misappropriation and corruption of data and information, including proprietary information or
personal data, interruption of Flowty’s operations, including the Service, which could have a
material adverse effect on Flowty’s business and ability to provide the Service.
• Many market, technological and legal forces are outside the exclusive control of Flowty.
Third-Party Services, Fungible Tokens, NFTs, other cryptocurrencies, the Flow Blockchain,
blockchain technology generally, and other associated and related technologies are not
exclusively controlled by Flowty and adverse changes in market forces, including but not limited
to, amendments to regulatory or intellectual property law, technological advancements,
decreases in any NFT, Fungible Token, or cryptocurrency or cryptographic token utility, social or
economic reforms, the failure of commercial relationships, or the malfunction, breakdown or
abandonment of the cryptocurrency protocols may prevent or compromise Flowty’s ability to
provide the Service.
• The application of blockchain technology is novel and untested and may contain inherent flaws
or limitations.
Blockchain technology is an emerging technology that offers new capabilities which are not fully
proven in use. Risks associated with the blockchain technology could affect the business of Flowty,

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how the Service must be offered, or the market for blockchain assets generally (including NFTs
and Fungible Tokens) and may prevent or compromise Flowty’s ability to provide the Service.
• There is no guarantee that any NFT or Fungible Token will hold value or increase in value.
NFTs, Fungible Tokens, and Digital Assets are highly speculative, and maintaining value and utility
is contingent upon numerous circumstances, all of which (including legal and regulatory
conditions) are beyond Flowty’s control. There is no assurance that any Digital Asset, including
any NFT or any Fungible Token, will maintain value or utility.
5. Compliance and Regulatory
5.1. Compliance with Law. The Transactions and your access to and use of the Service in any manner
and for any purpose permitted hereunder is subject to all Applicable Laws. Flowty reserves the
right to make changes to its policies, operational guides, procedures, and protocols without
notice to you as necessary to comply with Applicable Law or otherwise.
5.2. No Custody. The Service is non-custodial, which means Flowty never holds custody of any Digital
Assets. Flowty is not involved in the purchase, sale, execution, custody, or trading of Fungible
Tokens or NFTs, and only provides the Service to send instructions to the Flow Blockchain for the
Transactions.
5.3. No Investment Advice. Flowty acts solely as a technology provider of the Service and will not
exercise any investment or tax planning discretion regarding Transactions or otherwise through
the Service. Under no circumstances will access to the Service be deemed to create a relationship
that includes the provision or rendering of investment advice. Neither Flowty nor any of its
affiliates, or its and their respective officers, directors, employees, agents, principals, or
representatives provide investment advice, recommend any Digital Assets or Transactions, or
offer any advice or suggestions on rates or pricing with respect to any Transaction using the
Service or Direct User Agreements. To the extent information on any Digital Asset, the Flow
Blockchain, Transactions, or other related blockchain technologies is available or made available
through the Service, such information is intended for informational and educational purposes
only and does not constitute a recommendation by Flowty to enter into any Transactions, to
engage in any investment strategies, or as advice about the value or usefulness of any NFT.
5.4. Due Diligence is Your Responsibility. Flowty shall have no duty or responsibility to review or
perform due diligence on any Users or NFTs. Users are responsible for conducting their own due
diligence on all NFTs and potential Transactions concerning the same and take sole responsibility
for all decisions made through the Service. Flowty does not provide any valuation, analytics,
appraisals, or other information for any Digital Assets. To the extent a suggested valuation,
analytic, appraisal, or other information for any Digital Asset is provided on the Service, such
information is provided by various third party sources. Flowty shall not be expected or obligated
to attempt to verify the validity, accuracy or reliability of any such third party information and
Flowty shall in no way be held liable for any such information. The valuations, analytics,
appraisals, or other information for any Digital Assets are neither verified nor substantiated, and
any reliance on such information is at your own risk.

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5.5. No FDIC or Other Insurance. Flowty and the Service is not insured by the FDIC or any Flowty
insurance policies. To learn more about FDIC insurance, go
to https://www.fdic.gov/resources/deposit-insurance/. The Transactions are not protected by
FDIC insurance or by any Flowty insurance policies. You are advised to directly obtain, at your
sole cost and expense, any separate insurance policies you desire for any Transaction.
5.6. Disqualified Persons. You are not authorized to use the Service if there are applicable legal
restrictions in your country of residence that would make the use of the Service illegal. It is your
sole responsibility to ensure that your use of the Service is not prohibited, restricted, curtailed,
hindered, impaired or otherwise adversely affected in any way by any Applicable Law in your
country of residence or domicile. In addition, you are not authorized to use the Service if you are:
a) a citizen, domiciled in, resident of, or physically present / located in an Excluded
Jurisdiction.
b) where you are a corporate body: (i) which is incorporated in, or operates out of, an
Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who
is/are citizens of, domiciled in, residents of, or physically present / located in, an Excluded
Jurisdiction;
c) an individual or body corporate: (i) included in the consolidated list published by the
United Nations Security Council of individuals or entities subject to measures imposed
by the United Nations Security Council accessible at
https://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in
the United Nations Lists (UN Lists) or within the ambit of regulations relating to or
implementing United Nations Security Council Resolutions listed by MAS and accessible
by https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-
sanctions/lists-of-designated-individuals-and-entities; or
d) an individual or corporate body who is otherwise prohibited or ineligible in any way,
whether in full or in part, under any law applicable to such individual or corporate body
from participating in any part of the Transactions or use of the Service.
6. Intellectual Property Rights
6.1. Flowty IP. You acknowledge that, as between you and Flowty, Flowty owns all right, title, and
interest, including all intellectual property rights, in and to the Service. The Flowty word mark
and all related names, logos, products and service names, designs, and slogans are trademarks
of Flowty or its affiliates or licensors. You must not use such marks without the prior written
permission of Flowty. All other names, logos, product and service names, designs, and slogans
made available through the Service are the trademarks of their respective owners.
6.2. NFT Rights. As between Flowty and you as an NFT Holder, you retain all available right, title, and
interests in and to the NFT, subject in all cases to rights reserved by the applicable NFT Issuer. If
you are participating in the Service as an NFT Holder and posting your NFT through the Service,
you hereby grant to Flowty a non-exclusive, royalty-free, worldwide license to display the NFT
and perform all acts with respect to the NFT as may be necessary for Flowty to provide the Service
to you and its Users, including with respect to the Flowty Storefront. You represent and warrant

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that you have all necessary rights, licenses, consents, and authorizations from third parties
(including the applicable NFT Issuer), to provide the rights for Flowty to display any appropriate
NFT that you decide to post using the Service.
6.3. User Data. Flowty acknowledges that, as between Flowty and you, you own all right, title, and
interest, including all intellectual property rights, in and to your User Data, excluding any
Statistical Data. You hereby grant to Flowty a non-exclusive, royalty-free, worldwide license to
reproduce, distribute, and otherwise use and display the respective User Data and perform all
acts with respect to the User Data as may be necessary for Flowty to provide the Service to you,
and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce,
distribute, modify, and otherwise use and display User Data incorporated within the Statistical
Data.
6.4. Third Party Services. Flowty is not responsible for any Third-Party Service and disclaims any
liability with respect to any such Third-Party Service. Such Third-Party Service may include terms
and conditions of such Third-Party Service provider, and you are responsible for reviewing such
terms and conditions prior to using any such Third-Party Service.
7. Representations, Warranties, Covenants, and Release
7.1. User Representations, Warranties and Covenants. You represent, warrant, and covenant to
Flowty that:
a) You own or otherwise have and will have the necessary rights and consents (as
applicable) in and relating to the Digital Assets that are the subject of any Transactions
in accordance with this Agreement;
b) Your Digital Assets do not and will not infringe, misappropriate, or otherwise violate any
intellectual property rights (including those related to any patent, copyright, trademark,
trade secret, database protection, or other intellectual property rights laws, and all
similar or equivalent rights or forms of protection, in any part of the world), or any
privacy or other property rights of any third party; and
c) You will not use the Service in any way other than as authorized by this Agreement,
including in any way that may violate any Applicable Law.
7.2. Release of Disputes with Users. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS RELATED TO
A TRANSACTION, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND
AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS
(WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF
THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN
YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
8. Warranty Disclaimer
8.1. FLOWTY DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED “AS IS.” FLOWTY
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

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written notification to our copyright agent designated in Section 11.3 below. Pursuant to the DMCA,
the Counter Notice must include substantially the following:
• Your physical or electronic signature;
• An identification of the material that has been removed or to which access has been
disabled and the location at which the material appeared before it was removed or access
disabled;
• Adequate information by which we can contact you (including your name, postal address,
telephone number, and, if available, email address);
• A statement under penalty of perjury by you that you have a good faith belief that the
material identified above was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled; and
• A statement that you will consent to the jurisdiction of the Federal District Court for the
judicial district in which your address is located (or if you reside outside the United States
for any judicial district in which the Service is used) and that you will accept service from
the person (or an agent of that person) who provided the Service.
11.3. Flowty Designated Agent. Flowty’s designated copyright agent to receive a DMCA Notice and Counter
Notice may be contacted as follows:
DMCA Notifications
flowtyNFT Inc.
2444 Boston Post Rd #1014
Larchmont, NY 10538
Phone: +1-914-200-4384
Email: copyright@flowty.io
11.4. Repeat Infringers. It is our policy in appropriate circumstances to block access to the Service for Users
who are repeat infringers.
12. Monitoring and Enforcement; Termination. Flowty has the right to:
a) Hide, remove, or refuse to post any NFTs for any or no reason in our sole discretion;
b) Take any action with respect to any NFTs that we deem necessary or appropriate in our sole
discretion, including if we believe that such NFTs violate this Agreement, infringe any intellectual
property right or other right of any person or entity, threaten the personal safety of Users of the
Service or the public, or could create liability for Flowty;

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c) Disclose your identity or other information about you to any third party who claims that material
posted by you violates their rights, including their intellectual property rights or their right to
privacy;
d) Take appropriate legal action, including without limitation, referral to law enforcement, for any
illegal or unauthorized use of the Service; and
e) Terminate or suspend your access to all or part of the Service for any or no reason, including
without limitation, any violation of this Agreement.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement
authorities or court order requesting or directing us to disclose the identity or other information of
anyone posting any materials on or through the Service. YOU WAIVE AND HOLD FLOWTY HARMLESS
FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY FLOWTY DURING, OR TAKEN AS A
CONSEQUENCE OF, INVESTIGATIONS BY EITHER FLOWTY OR LAW ENFORCEMENT AUTHORITIES.
You acknowledge that Flowty cannot review any NFT before it is posted on the Service and cannot
ensure prompt hiding or removal of an NFT after it has been posted. Accordingly, we assume no
liability for any action or inaction regarding transmissions, communications, or content provided by
any User. We have no liability or responsibility to anyone for performance or nonperformance of the
activities described in this section.
13. General Provisions
13.1. Notice. All communications, agreements, documents, notices and disclosures that Flowty may provide
in connection with the Service will be made available on our website located at flowty.io or as
otherwise directed by Flowty. Unless otherwise expressly stated by us in writing, all notices permitted
or required by this Agreement will be via email. Notices shall be delivered to the addresses on record
which, if to Flowty shall be to the physical address as indicated below or by emailing info@flowty.io;
and if to you, the email address that Flowty has on file. You acknowledge and agree that it is your
responsibility to ensure that a current email is on file with Flowty in order to ensure that it may provide
legal notice to you as contemplated under this Agreement.
Flowty Physical Address:
flowtyNFT, Inc.
2444 Boston Post Rd. #1014
Larchmont, NY 10538
13.2. Headings. The headings in this Agreement are for reference only and do not affect the interpretation
of this Agreement.
13.3. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal, or unenforceable, Flowty
reserves the right to amend this Agreement to effect the original intent as closely as possible in order
that the agreement be consummated as originally contemplated to the greatest extent possible.

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13.4. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of
the State of Delaware without giving effect to any choice or conflict of law provision or rule that would
require or permit the application of the laws of any jurisdiction other than those of the State of
Delaware.
13.5. BINDING ARBITRATION, APPLICABLE LAW AND VENUE. Any claim, dispute, controversy or other matter
in question arising out of, relating to or in connection with this Agreement (including, without
limitation, any dispute regarding its validity or termination, or the performance or breach thereof) that
cannot be resolved by negotiation between you and us within thirty (30) days from the date notice of
such matter is received by you or us (as the case may be) from the other shall be submitted, upon
notice by either you or us, to arbitration before the American Arbitration Association (“AAA”) in
Wilmington, Delaware or such other location as mutually agreed. The AAA rules shall apply and you
and Flowty each consent to this method of dispute resolution, as well as jurisdiction, and consent to
Wilmington, Delaware being a convenient forum for any such claim or dispute. Both Flowty and you
waive any right to object to either the method or jurisdiction for such claim or dispute.
13.6. WAIVER OF JURY TRIAL. BOTH FLOWTY AND YOU EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY RIGHT EITHER PARTY MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE AND ANY
COUNTERCLAIM THEREIN. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND MAKES THIS WAIVER VOLUNTARILY.
13.7. CLASS ACTION WAIVER. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT,
HEARD, OR ARBITRATED AS A CLASS ACTION (INCLUDING WITHOUT LIMITATION OPT OUT CLASS
ACTIONS OR OPT IN COLLECTIVE CLASS ACTIONS), OR IN A REPRESENTATIVE OR PRIVATE ATTORNEY
GENERAL CAPACITY ON BEHALF OF A CLASS OF PERSONS OR THE GENERAL PUBLIC. ALL DISPUTES SHALL
BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
13.8. OPT-OUT OF ARBITRATION, JURY TRIAL AND/OR CLASS ACTION WAIVERS. You have the right to opt
out of the waivers provided in Sections, 13.5, 13.6, and 13.7 by providing written notice of your
intention to do so to Flowty within thirty (30) days of the accepting the terms of this Agreement or
otherwise using the Service. Notice must be sent in accordance with the notice provision set forth in
Section 13.1 above.
13.9. Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise
transfer any of your obligations or performance under this Agreement, in each case whether
voluntarily, involuntarily, by operation of law, or otherwise, without Flowty’s prior written consent.
Flowty may assign or otherwise transfer any of its rights without your consent. Any purported
assignment, delegation, or transfer in violation of this Section 13.9 is void. This Agreement is binding
upon and inures to the benefit of the parties hereto and their respective successors and permitted
assigns.
13.10. Relationship of the Parties. The relationship between the parties is that of independent contractors.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint

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venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties,
and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
13.11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature
whatsoever under or by reason of this Agreement.
13.12. Entire Agreement. This Agreement, together with any other documents incorporated herein by
reference, constitutes the sole and entire agreement of the parties with respect to the subject matter
of this Agreement and supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect to such subject matter.
13.13. Survival. All Sections, and any right or obligation of the parties in this Agreement, which by their
nature should survive termination or expiration of this Agreement, will survive any expiration or
termination of this Agreement.

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used to identify any individual or company.
“Third-Party Service(s)” means any software, software services, content, data, or other materials,
including related documentation, that are owned by third parties other than Flowty.
“Transaction(s)” has the meaning set forth in Section 2.1.
“Users” means any Independent Users, NFT Holders, or individuals and entities that access the Service.
“User Data” means information, data, and other content, that is collected, downloaded, or otherwise
received, directly or indirectly, from a User by or through the Service and is not made available publicly,
but does not include any Statistical Data.

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Independent Lender Digital Wallet from which the Loan Disbursement Amount was distributed
pursuant to Schedule 2, Section 1.1.
1.3. Automated Settlement Process. In the absence of an Early Repayment, at the time the Loan
Repayment Date and Time has been reached, the Flowty Smart Contract will initiate the following
settlement process (“Settlement Process”) which will validate whether the NFT Holder has both
selected the Loan Repayment Opt-In and has Fungible Tokens equal to or greater than the Loan
Repayment Amount in the NFT Holder Digital Wallet (“Settlement Conditions”). Upon confirming
that the Settlement Conditions are satisfied, the Flowty Smart Contract will distribute the Loan
Settlement Amount and release the NFT Collateral and NFT Issuer Royalty as follows: (i) withdraw
the Fungible Tokens in the amount of the Loan Repayment Amount from the NFT Holder Digital
Wallet and, subject to Section 2.3 above, transfer such Fungible Tokens to the Independent
Lender Digital Wallet; (ii) release NFT Issuer Royalty to Independent Lender Digital Wallet; and
(iii) release the NFT Collateral to NFT Holder Digital Wallet. If there has not been an Early
Repayment and one or more of the Settlement Conditions have not been met, the NFT Holder
shall be deemed to be in default of the loan under the respective Direct User Agreement, and
the Flowty Smart Contract will release the NFT Collateral to the Independent Lender Digital
Wallet and release the NFT Issuer Royalty to the NFT Issuer Digital Wallet. Flowty does not
guarantee that the various functions of the Service and Flowty Smart Contact will be completed
within any minimum amount of time following the end of the Loan Term, it being understood
that the Service, including the Settlement Process, is subject to Downtime and other delays.
1.4. Automatic Loan Repayment Opt-In. At the time of adding a new listing to the Flowty marketplace,
NFT Holder may opt-in to permit the Service to repay the Loan Repayment Amount from NFT
Holder Digital Wallet in accordance with Schedule 2, Section 1.3 above (“Loan Repayment Opt-
In”). If NFT Holder has selected the Loan Repayment Opt-In and there has been no Early
Repayment, the Flowty Smart Contract will initiate the Settlement Process in accordance with
Schedule 2, Section 1.3 above. You are strongly encouraged to select the Repayment Opt-In to
reduce the risk of default in the absence of Early Repayment.

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Wallet. If the Flowty Smart Contract is unable to complete an automatic return, the Flowty Smart
Contract will initiate the rental return process in accordance with Schedule 3, Section 1.2 above.
You are strongly encouraged to select the Rental Return Opt-In to reduce the risk of losing your
Refundable Deposit.

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Schedule 4
NFT Storefront
1.1. Flowty Storefront Transactions. NFT Holders may list their NFTs for sale (as provided in Section
1.2 of this Schedule), and an Independent Buyer may purchase an NFT, through the Flowty
Storefront. Upon acceptance of the List Price (defined below) by an Independent Buyer, the
required Fungible Tokens in the amount of the List Price will be transferred from the Independent
Buyer Digital Wallet to the NFT Holder Digital Wallet and the NFT Holder’s NFT will be transferred
from the NFT Holder Digital Wallet to the Independent Buyer Digital Wallet. Flowty will receive
the Flowty Storefront Transaction Fee from the NFT Holder’s share of the List Price as part of the
Transaction. Any applicable NFT Issuer Royalty will also be distributed from the NFT Holder’s
share of the List Price as part of the Transaction.
1.2. Listings. NFT Holder may create a listing for an NFT owned by the NFT Holder by (i) identifying
the NFT and the designated NFT Holder Digital Wallet that holds such NFT and (ii) setting the
respective NFT’s listing price (“List Price”) (each completed listing an “NFT Listing”).